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AGREEMENT TO SELL

This AGREEMENT TO SELL (hereinafter referred to as “this Agreement”) is executed on this

____ day of __________ 2023 at Ghaziabad, U.P.

By and Between

M/s Ahuja and Anand Buildwell Pvt. Ltd., a company incorporated under the provisions of
the Companies Act, 1956 having CIN: U70109DL2006PTC152743 and having its Registered
Office at Plot No. 3 & 4, 2nd floor, A – Block Market, Savitri Bhawan, Preet Vihar, Delhi –
110092 and Marketing Office at Plot No. 1, sector-90, Gautam Budh Nagar, Noida, U.P,
represented by its authorized signatory Mr. Nikhil Sachdeva/ Kunal Chhabra (hereinafter
referred to as the “First Party/ Seller”, which expression shall, unless excluded by or
repugnant to the context or meaning thereof, be deemed to include its successors and
permitted assigns), of the FIRST PART.

AND

_______________, S/o _____________________ having PAN No. ______________ R/o

_________________________________________ (hereinafter referred to as the “Second Party/
Buyer”, which expression shall, unless excluded by or repugnant to the context or meaning
thereof, be deemed to include its executors, administrators, successors and assigns), of the
SECOND PART.

The “First Party” and “Second Party” individually are referred to as “Party” and collectively
as “Parties”.

WHEREAS:

A. The First Party has acquired a freehold industrial land admeasuring 17000 sq. yards
bearing Khasra Nos. 27/2, 28, 29, 31/2 & 32 in Village Arthala (Near Katori Mill) Pargana
Loni Tehsil & District Ghaziabad (U.P) further identified by municipal no 160, Katori Mill
compound Mohan Nagar Ghaziabad U.P. by virtue of a Sale Deed which is duly registered
in Book No. 1 Volume No. 2675 on pages 320 to 339 Sr. No. 952 dated 05.02.2007, registered
in the office of Sub-Registrar – II, Ghaziabad.

B. Accordingly, the First Party has constructed and developed a commercial complex
consisting of shopping mall, multiplex and hotel in the name and style of “City Center GZB”
(“Mall”) pursuant to plan sanctioned by the competent authority vide Sanction No.
98/MP/1027/T.H.A/Multiplex/10-11 dated 16.03.2011.

C. The Second Party has approached the First Party for taking a commercial space bearing
no.___________ in the Mall admeasuring an area of __________ sq.ft. super area on the
__________ floor (“Commercial Space”) at “Bhutani Cineplex”, in the project “City Center
GZB“, Ghaziabad, Uttar Pradesh, for which the Parties are entering into this Agreement.

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D. That the Second Party has conducted due diligence of the Commercial Space and after
critically examinations of all the pros and cons of such investments, has completely
satisfied itself regarding all the rights of the First Party including ownership in the
Commercial Space. Further, the Second Party has satisfied itself in all respects about the
legal title of the First Party in the Commercial Space and is entering into this Agreement to
Sell without any prospectus by the First Party, with the First Party on the terms and
conditions as agreed herein below.

NOW THEREFORE IN WITNESSETH WHEREOF THIS AGREEMENT TO SELL IS

BEING EXECUTED BY AND BETWEEN THE PARTIES AS UNDER:-

1. AGREEMENT TO SELL AND PURCHASE

The Parties hereby agree that the First Party shall transfer its right in the Commercial
Space to the Second Party for a Total Consideration of Rs. _____________ (Rupees
__________ Only) (hereinafter referred to as “Total Consideration”) as per the Payment
Plan specified in clause 2 below.

2. PAYMENT PLAN:

2.1 The schedule for payment of the said Total Consideration is as follows:

(a) The Second Party has agreed and consented to pay Earnest Money of Rs.
___________ (Rupees ___________ Only) (___% of the total Sale Consideration)
which shall be paid to the First Party by the Second Party. The Second Party has paid
a sum of Rs. ___________ as booking amount being part payment towards the Total
Price of the Commercial space, the receipt of which the Company hereby
acknowledges. towards the compliance of this specific clause.

(b) The Balance sales consideration Rs. ___________ (Rupees __________ only)
(balance ________% of the total Sale Consideration) to be paid to the First Party by
the Second Party within 30 days from the date of signing of this Agreement or
registration of conveyance deed whichever is earlier.

2.2 It is specifically clarified that the First Party shall only transfer its right in the
Commercial Space after receipt of the Total Sale Consideration. After the transfer of its
rights in the Commercial Space, the Second Party will have to separately execute
maintenance agreement (if applicable) either with the First Party or the mall
maintenance agency appointed by the First Party. The Second Party has duly consented
to abide by all the rules and regulations of the First Party or the mall maintenance
agency, as the case may, be in order to maintain proper administration and control of
the day-to-day affairs at par with other co-occupants of the commercial complex. Both
the parties have agreed and consented that in case the Second Party fails to execute the
conveyance deed to be registered in their favour or fails to make further payments if

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any, the Earnest Money paid by the Second Party shall be forfeited and shall not be
refunded under any circumstances, whatsoever.

3. MODE OF PAYMENT

That, the Second Party shall make all payments through A/c Payee Cheque(s)/ Demand
Draft(s) in favour of “__________________” payable at New Delhi. For all payments, the
date of clearance of the cheque shall be taken as the date of payment. In case any cheque
tendered by the Second Party towards the payment is dishonoured for any reason
whatsoever, the same will attract for an administrative handling charge which shall be
borne by the Second Party. However, this shall not be deemed to be waiver of the First
Party’s right to take any legal action as envisaged under the Negotiable Instruments Act
or any other law.

4. FAILURE / DELAY IN PAYMENT

Subject to Force Majeure clause 7.7, in the event the Second Party fails to pay the
instalment(s) as per the Payment Plan defined above, the First Party will have a right to
charge an interest @ 18% per annum from the Second Party applicable from the due date
till the actual date of payment which will be payable by the Second Party along with the
balance consideration. If there is a delay of more than 45 days in the payment by the
Second Party from the due date, the First Party shall have the right to cancel the
Agreement to Sell and forfeit the entire amount of Earnest Money deposited by the
Second Party. The amount paid, if any, over and above the Earnest Money shall be
refunded by the First Party after adjustment of interest accrued on the delayed
payment(s), administrative charges, etc. In such case, the Second Party shall be left with
no right or lien on the Commercial Space and the First Party shall be free to sell/deal
with the same in any manner as it deems fit.

5. DUE DILIGENCE

That the Second Party has conducted due diligence of the Commercial Space and
independently and completely satisfied itself regarding the rights of the First Party in
the Commercial Space.

6. FIRST PARTY/ SELLERS COVENANTS

6.1 That the property/ Commercial Space belongs to the First Party absolutely and it has
the legal title, ownership and right to sell the property/ Commercial Space and the same
has never been challenged in any court of law.
6.2 That no person other than the First Party has any share or interest in the Commercial
Space.
6.3 That the Commercial Space is free from all encumbrances and the First Party has assured
that the same shall be free from all encumbrances before the registration of conveyance
deed in favour of the Second Party.
6.4 That in the event of any flaw or defect to the title, or any claim or dispute regarding the
seller’s title or capacity to sell the Commercial Space, the seller/ First Party shall, at its
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own costs and expenses, remove such defects/flaw and restore the same and/or his
capacity and put the purchaser/ Second Party fully secure in all respects.

6.5 That all the dues, demands, taxes, bills like house tax, electric & water bills and other
liabilities if any, relating to the above Commercial Space up to the date of handing over
possession of the Commercial Space shall be paid and borne by the First Party. The First
Party agrees to indemnify and keep the Second Party indemnified at all times in this
regard.

7. SECOND PARTY/ BUYER’s COVENANTS

7.1 The Second Party shall make full payment of the Total Consideration as specified in this
Agreement on time as per the payment schedule and obtain receipts thereof.

7.2 The Second Party understands and acknowledges that the Commercial Space is an
unlockable space and no physical possession of the same will be handed over to the
Second Party except as agreed otherwise in writing by the Parties.

7.3 That after execution of sale deed the Second Party shall be entitled to apply for change
of ownership/for mutation of his name in the records of the Municipal Corporation and
the First Party shall always offer his assistance and co-operation in the matter.

7.4 Upon payment of the entire sale consideration, execution and registration of the sale
deed, the Second Party shall be the absolute owner of the Commercial Space and shall
be able to hold, use & enjoy the property and to sell, lease, gift, mortgage or deal with it
in the manner that the Seller was entitled to and as he chooses.

7.5 All the stamp duty, costs and expenses relating to this Agreement and the registration
of sale deed of the Commercial Space shall be borne and paid by the Second
Party/Buyer.

7.6 All notices required to be addressed to Parties and sent to the addresses stated by them
in this Agreement and dispatch proof by regd. post shall be conclusive proof of receipt
by the addressees.

7.7 The First Party shall not be liable for any failure or delay in performing its obligations
under this Agreement due to causes beyond its reasonable control including but not
limited to war, civil commotion, flood, earthquake, strike, accidents, terrorist actions,
pandemics, government restrictions, lockdowns, riots, orders of the courts, Government
authorities, change in laws and for reasons of force-majeure.

7.8 Failure of either party to enforce strict performance of the obligations by the other party
shall not be construed as waiver or relinquishment. No waiver by a party shall be
presumed and shall have to be expressed in writing and signed by the concerned party.

7.9 The Second Party authorizes the First Party to adjust/appropriate all payments made
by him/her under any head(s) of dues against lawful outstanding, if any, in his/her
name first towards interest/ charges and under any head(s) of dues against lawful
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outstanding of the Second Party against the Commercial Space and the Second Party
undertakes not to object/demand/direct the First Party to adjust his payments in any
manner.

8. GENERAL CLAUSE:

8.1 INDEMNITY: Both the Parties undertake to indemnify and keep the other Party fully
indemnified and harmless from and against any actions, suits, claims, proceedings,
damages, liabilities, losses, expenses or costs (hereinafter referred to as “Claims”) faced,
suffered, inflicted or incurred by the other Party as a consequence of breach of any of
the terms and condition of this Agreement by any Party and also of any of its
representations or warranties not being found to be true at any point of time. The Parties
hereby accept and acknowledge to have clearly agreed and understood that this
indemnity would cover all acts and/or omissions on the part of the personnel and/or
representations of the indemnifying party.

8.2 HEADING/CAPTIONS: That the heading/captions in this Agreement are given for
easy reading and convenience and are of an indicative nature only and do not purport
to define, limit or otherwise qualify the scope of this Agreement or the intent of any
provision hereof. The true interpretation of any matter/clauses in this Agreement shall
be derived by reading the various clauses in this Agreement as a whole and not in
isolation or in parts or in terms of the captions provided.

8.3 USE OF GENERIC TERMINOLOGY: That any reference in this Agreement to the
masculine, feminine or neuter genders includes that other two and references to the
singular includes the plural and vice versa, unless the context otherwise requires. The
terms “herein”, “hereto”, “hereunder”, “hereof”, or “thereof” or similar terms used in
this Agreement refer to this entire Agreement and not to the particular provision in
which the term is used except where the context otherwise requires. Unless otherwise
stated, all references herein to clause, sections or other provisions are references to
clauses, sections or other provisions of this Agreement.

8.4 NOTICE: That all notices, statements, demands, requirements or other communications
and documents required to be given, served and delivered to the “Second Party” under
this Agreement, shall be sent by the “First Party” at the address mentioned in this
Agreement.

8.5 SEVERABILITY: That, if any provisions of this Agreement to sell shall be determined to
be void or unenforceable under any applicable law, such provisions shall be deemed to
be amended or deleted in so far as are reasonably inconsistent with the purpose of this
Agreement and to the extent necessary to conform to the applicable laws and the
remaining provision of this Agreement to sell shall remain valid and enforceable in
accordance with their terms of the said covenants and conditions by the Second Party.

8.6 VALIDITY AND AMENDMENTS: All the terms and conditions mentioned in the
application form shall be valid and subsisting even on execution of this Agreement and
shall be read with and in addition to this Agreement, however, in the event of any
inconsistency between any clause mentioned in the application form and this
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Agreement, the terms and conditions/ clause mentioned in this Agreement shall
prevail. Further, any amendment to this Agreement shall only be carried out by an
agreement in writing by the Parties.

8.7 GOVERNING LAW & JURISDICTION: That this Agreement shall be governed by and
construed in accordance with the laws of India and Courts at Ghaziabad, Uttar Pradesh
shall have exclusive jurisdiction in all matters concerning this transaction.

IN WITNESS WHEREOF THE PARTIES hereto have executed this Agreement to Sell on
the date month and year first above written in the presence of witnesses.

For First Party: For Second Party:

Authorised Signatory

Witness 1: Witness 2:

Name : Name :

Address : Address :

Date : Date :

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ANNEXURE

The Allottee(s) do hereby expressly and unconditionally authorize the Company to let out/ lease/ rent
out his/ her unit along with the other units of the floor/ building to any prospective tenant(S). Each of
the Allottee(s), in the event of letting by the Company of the said unit to any prospective tenant(s)
collectively/ individually, shall be entitled to receive the rental from the Company as provided herein.
The lease term will be of 27 years with the initial 3 years as the lock-in period. During the lock-in
period, the Allottee(s) will be given a minimum guarantee of Rs. 7500/- per month or 20% revenue
sharing whichever is higher. Post lock-in period of 3 years the allottee(s) will be given a monthly rental
as per actuals or 20% revenue sharing on net sales of entertainment, food, advertisement and tickets
of the said product whichever is higher. The leasing rights shall always remain with the Company and
on expiry of lock-in period on actuals. The Company shall take 1 month to start the rental from the
time Allottee(s) has cleared all its dues in accordance with the payment plan of Down Payment and
no dues certificate has been issued by the Company.

It is agreed between the Parties that all amount(s) payable by the Company to the Allottee(s) shall be
subject to deduction of T.D.S, G.S.T and any other statutory taxes/ levy(s)/ charges as may be
applicable.

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